On February 21, 2022, Aeropuertos Argentina 2000 S.A. ("AA2000") issued in the local market two series of Dollar-Linked notes: (i) 5.500% Class 5 Secured Notes due 2032 for an aggregate principal amount of US$ 137,989,000 (the "Class 5 Notes"), and (ii) 2,000% Class 6 Notes due 2025 for an aggregate principal amount of US$ 35,989,054 (the "Class 6 Notes", and together with the Class 5 Notes, the "Notes").
The Notes have been authorized for listing and trading in Bolsas y Mercados Argentinos S.A. and Mercado Abierto Electrónico S.A., respectively.
Banco de Galicia y Buenos Aires S.A.U., Industrial and Commercial Bank of China (Argentina) S.A.U., Banco Santander Río S.A. and Banco de la Provincia de Buenos Aires were organizers and placement agents of the Notes (together, the "Organizers"). Macro Securities S.A., Allaria Ledesma & Cía. S.A., BACS Banco de Crédito y Securitización S.A., Banco Hipotecario S.A., Banco Mariva S.A., Facimex Valores S.A. and Nuevo Chaco Bursátil S.A. acted as placement agents (together with the Organizers, the "Placement Agents").
The Class 5 Notes will be secured by: (a) the freight airport charges for import and export services, as well as any residual cash flows that AA2000 has the right to receive as final beneficiary and beneficiary under the Tariffs Trust, by virtue of the trust agreement dated August 9, 2019 by and between AA2000 and the Branch of Citibank N.A., established in the Argentine Republic, as Argentine collateral agent: (i) from the issuance date of the Notes until the Amendment and Restatement Date (as defined in the prospectus supplement), on a pro rata and pari passu basis with the Existing Loans, the Senior Secured Notes due on 2028 and the Mandatory Capex Debt, and (ii) thereafter, on a pro rata and pari passu basis with the Existing Loans, the Senior Secured Notes due on 2028, the Mandatory Capex Debt and the Class I Series 2021 Additional Notes, and (b) after the Amendment and Restatement Date (as defined in the prospectus supplement), the international and regional airport passenger use fee fiduciary assigned in favour of the trust agreement dated January 14, 2017 executed by and between AA2000 and the Branch of Citibank N.A., established in the Argentine Republic, as Argentine collateral agent, on a pro rata and pari passu basis with the Existing Loans, the Senior Secured Notes due on 2028, the Mandatory Capex Debt and the Class I Series 2021 Additional Notes.
The Class 6 Notes will be unsecured and, therefore, will constitute simple, direct, and unconditional obligations, with common security over the AA2000's equity and in a proportional and pari passu basis among themselves and with all other present and future unsecured and unsubordinated indebtedness of AA2000.
The Notes are a milestone in the history of AA2000, due to their volume and term, which will allow the development of the airport system in Argentina to continue, with works in several cities of the country. In addition, the Notes were issued by AA200 in the context of the COVID-19 pandemic , which has severely affected the national and international air traffic and, therefore, the financing needs of AA2000.
AA2000 is the biggest airport concessionaire in Argentina since 1998 and it has the right, under a Concession Agreement entered into with the Argentine Government, to use, operate and manage 35 of the 54 airports in the Argentine airport system, including the two most transited airports in Argentina.
Advisors to Aeropuertos Argentina 2000 S.A.
Bomchil acted as legal advisor of AA2000 through a team led by the partner Patricio Martin, assisted by the associates María Victoria Tuculet, Luciano Zanutto, and Josefina Benzaquen.
Advisors to the Placement Agents
Marval O'Farrell Mairal served as legal advisor of the Placement Agents with a team led by the partner Roberto E. Silva, assisted by the associates Pablo Lapiduz and Cecilia V. Ramos.
This issuance is an additional transaction involving AA2000 in which Bomchil and Marval O’Farrell Mairal have participated as advisors, to be added to an extensive list including the issuance of the Series 2017 notes issued by AA2000 in 2017 and the exchanges that took place in 2020 and 2021 in the context of the COVID-19 pandemic, the granting of certain loans granted to AA2000 in 2019 and its refinancing (which will take place soon); the execution of a framework refinancing agreement of the loans owed by AA2000; the issuance of two series of Notes issued by AA2000 on November 4, 2021, and the granting of a syndicated bi-monetary loan in favour of AA2000.